FINS5538 Takeovers, Restructuring and Corporate Governance - 2019

Term 2
6 Units of Credit
On Campus
Banking & Finance
The course outline is not available for current semester. To view outlines from other years and/or semesters, visit the archives .

1. Course Details

Summary of Course

This course comprises a complete, yet concise synthesis of the recent available literature and professional practices in the areas of takeovers, restructurings and corporate governance within a logical, analytical framework. Topics covered include the strategic rationale for business combinations; legal and commercial aspects of takeovers in Australia and the US; transaction structuring and financing; takeover tactics and defence; valuation and pricing of targets; and other forms of corporate restructuring, including private equity, LBOs and divestitures.  

Teaching Times and Locations

Please note that teaching times and locations are subject to change. Students are strongly advised to refer to the Class Timetable website for the most up-to-date teaching times and locations.

View course timetable

Course Policies & Support

Course Aims and Relationship to Other Courses

This course aims to provide an accessible introduction to the theory and practice related to corporate takeovers, other forms of corporate restructurings and governance. Material covered in Investments (FINS5513) has direct relevance to this course. In particular, topics relating to investment, capital structure and CAPM theories provide some guidance in helping to explain corporate takeover and restructuring activity. Furthermore, standard valuation techniques (e.g. discounted cash flow) covered in Capital Budgeting and Financial Decisions (FINS5514) will be used in conjunction with alternative techniques (e.g. comparable companies analysis) to value merger targets.

2. Staff Contact Details

Position Title Name Email Location Phone Consultation Times
Lecturer-in-chargeMrRobert BishopRoom 351, Level 3 Business School building - Ref E12+61 (2) 9385 4450TBD
​Consultation will take place in Room 351,  Level 3 Business School Building (West Wing)

3. Learning and Teaching Activities

Approach to Learning and Teaching in the Course

The teaching and learning approach adopted emphasises the importance of developing critical thinking and analytical skills.

This is achieved through a mix of lectures, case discussion, real data analysis, and group work. An important part of the course is linking material covered in class with the actual types of analysis conducted for mergers and acquisitions by the investment banking industry.

This is achieved by using several learning techniques, including:

  • class room discussions based on mini-case studies;
  • a group project on a potential M & A deal;
  • an iLab simulation using realistic parameters; and
  • analytical and problem solving tasks, using real world examples and spreadsheet analysis.

Students will be expected to participate actively in all classroom activities and will have the opportunity to present their own group project work.

Learning Activities and Teaching Strategies

Weekly Class Activities

During a typical 3-hour session, the first two-thirds of class will be devoted to covering the lecture material, which will be based on the assigned readings. These lectures are intended to establish an analytical framework for the session topic. The lecturer will focus on the most challenging concepts and students are encouraged to engage in a dialogue to facilitate better understanding of the materials. The last third of the class will often involve the use of discussion groups and question-led debates on key issues raised during the lecture as well as case studies. These will help students develop both an understanding of the theoretical underpinning of the literature and a familiarity with how this theory helps explain restructuring activity in a practical applied setting. The use of case studies, both pre-prepared and derived from live situations related to lecture material will be an important part of the learning process. Class contribution is an important assessment component (see Assessment Summary section).

Beyond the classroom

You are required to do the required readings as well as preparing for the prescribed case before attending the lecture (in the form of a case study). The class discussion questions can be downloaded from Moodle. All questions will be released at least one week before the corresponding discussion session. Outside the lecture, we encourage students to form study groups to engage in interactive discussion. For each case study, you should enrich your background understanding by performing group-based or individual-based research. You are also expected to work closely outside of the class to formulate and execute the assignment tasks. In preparing for the mid-session and final exams, it is important that you attempt the case study questions posted on Moodle. These will help you achieve a stronger grasp of the theory and provide good practice for the types of questions that you may face in the exams.

Consultation hours

You are encouraged to fully utilise the available consultation hours to best prepare the cases and the assignment, and to review for the exams.

5. Course Resources

All course lecture notes, information on assessments and discussion questions can be found on the subject web page on Moodle. Students are strongly advised to log into the subject web page at least once a week.

Prescribed textbook:

Gaughan, P. A. Mergers, Acquisitions, and Corporate Restructurings, 7th Edition, 2018 (John Wiley & Sons)


Links will be provided via Moodle.Supporting excel files showing step by step guides to solving various problems will occasionally be uploaded. Other academic papers or articles may also be linked on the Moodle site.

6. Course Evaluation & Development

Feedback is regularly sought from students and continual improvements are made based on this feedback. At the end of this course, you will be asked to complete the myExperience survey, which provides a key source of student evaluative feedback. Your input into this quality enhancement process is extremely valuable in assisting us to meet the needs of our students and provide an effective and enriching learning experience. The results of all surveys are carefully considered and do lead to action towards enhancing educational quality.

The current course format is influenced by versions of this course taught in previous years. In previous years, negative comments generally related to the quantity of reading material, and the need to give students more hands-on practice. Positive comments on undertaking a group project were noted, as were comments that suggested a less ‘academic’ research project. This encouraged the move toward a case study and pitch-book mode of assessment.​

7. Course Schedule

Note: for more information on the UNSW academic calendar and key dates including study period, exam, supplementary exam and result release, please visit:
Week Activity Topic Assessment/Other
Week 1: 3 JuneLecture

Introduction to M&A

Case Study: None

Reading: Chapters 1, 2

Week 2: 10 JuneLecture

Strategic Considerations in M&A

Case Study: None

Reading: Chapters 4, 14

Week 3: 17 JuneLecture

Corporate Valuation Approaches

Case Study: None

Reading: Chapter 15

Week 4: 24 JuneLecture

Synergies and Control Benefits; Merger Integration

Case Study: SZLM Acquiring PEM

Reading: Chapter 4

On-line Quiz


iLab Project Simulation

Session 1: 1.5 hours

Week 5: 1 JulyLecture

Corporate Governance and Takeover Regulations

Case Study: RBS / Natwest

Reading: Chapters 3, 13

Week 6: 8 JulyExam

Mid-Session Exam

2 hours

Weeks 1-5

Week 7: 15 JulyLecture

Transaction Financing and Structuring

Case Study: Coates Hire / National Hire Scheme of Arrangement

Reading: Chapters 10, 15

Week 8: 22 JulyLecture

Takeover Strategies, Hostile Takeovers, Defensive Strategies and Merger Arbitrage

Case Study: Unitab-Tattersalls Merger of Equals

Reading: Chapters 5, 6


iLab Project Simulation

Session 2: 3 hours

Week 9: 29 JulyLecture

Asset Restructuring, Leveraged Buyouts and Cross Border M&A

Case Study:

  • Ardent Leisure Proxy Fight
  • The Hilton / ITT Wars

Reading: Chapters 11, 8, 9

Week 10: 5 August

Pitchbook presentations

Term Break: 12 August
Exams: 19 August
Exams: 26 August

8. Policies and Support

Information about UNSW Business School protocols, University policies, student responsibilities and education quality and support.

Program Learning Outcomes

The Business School places knowledge and capabilities at the core of its curriculum via seven Program Learning Outcomes (PLOs). These PLOs are systematically embedded and developed across the duration of all coursework programs in the Business School.

PLOs embody the knowledge, skills and capabilities that are taught, practised and assessed within each Business School program. They articulate what you should know and be able to do upon successful completion of your degree.

Upon graduation, you should have a high level of specialised business knowledge and capacity for responsible business thinking, underpinned by ethical professional practice. You should be able to harness, manage and communicate business information effectively and work collaboratively with others. You should be an experienced problem-solver and critical thinker, with a global perspective, cultural competence and the potential for innovative leadership.

All UNSW programs and courses are designed to assess the attainment of program and/or course level learning outcomes, as required by the UNSW Assessment Design Procedure. It is important that you become familiar with the Business School PLOs, as they constitute the framework which informs and shapes the components and assessments of the courses within your program of study.

PLO 1: Business knowledge

Students will make informed and effective selection and application of knowledge in a discipline or profession, in the contexts of local and global business.

PLO 2: Problem solving

Students will define and address business problems, and propose effective evidence-based solutions, through the application of rigorous analysis and critical thinking.

PLO 3: Business communication

Students will harness, manage and communicate business information effectively using multiple forms of communication across different channels.

PLO 4: Teamwork

Students will interact and collaborate effectively with others to achieve a common business purpose or fulfil a common business project, and reflect critically on the process and the outcomes.

PLO 5: Responsible business practice

Students will develop and be committed to responsible business thinking and approaches, which are underpinned by ethical professional practice and sustainability considerations.

PLO 6: Global and cultural competence

Students will be aware of business systems in the wider world and actively committed to recognise and respect the cultural norms, beliefs and values of others, and will apply this knowledge to interact, communicate and work effectively in diverse environments.

PLO 7: Leadership development

Students will develop the capacity to take initiative, encourage forward thinking and bring about innovation, while effectively influencing others to achieve desired results.

These PLOs relate to undergraduate and postgraduate coursework programs.  Separate PLOs for honours and postgraduate research programs are included under 'Related Documents'.

Business School course outlines provide detailed information for students on how the course learning outcomes, learning activities, and assessment/s contribute to the development of Program Learning Outcomes.



UNSW Graduate Capabilities

The Business School PLOs also incorporate UNSW graduate capabilities, a set of generic abilities and skills that all students are expected to achieve by graduation. These capabilities articulate the University’s institutional values, as well as future employer expectations.

UNSW Graduate CapabilitiesBusiness School PLOs
Scholars capable of independent and collaborative enquiry, rigorous in their analysis, critique and reflection, and able to innovate by applying their knowledge and skills to the solution of novel as well as routine problems.
  • PLO 1: Business knowledge
  • PLO 2: Problem solving
  • PLO 3: Business communication
  • PLO 4: Teamwork
  • PLO 7: Leadership development

Entrepreneurial leaders capable of initiating and embracing innovation and change, as well as engaging and enabling others to contribute to change
  • PLO 1: Business knowledge
  • PLO 2: Problem solving
  • PLO 3: Business communication
  • PLO 4: Teamwork
  • PLO 6: Global and cultural competence
  • PLO 7: Leadership development

Professionals capable of ethical, self-directed practice and independent lifelong learning
  • PLO 1: Business knowledge
  • PLO 2: Problem solving
  • PLO 3: Business communication
  • PLO 5: Responsible business practice

Global citizens who are culturally adept and capable of respecting diversity and acting in a socially just and responsible way.
  • PLO 1: Business knowledge
  • PLO 2: Problem solving
  • PLO 3: Business communication
  • PLO 4: Teamwork
  • PLO 5: Responsible business practice
  • PLO 6: Global and cultural competence

While our programs are designed to provide coverage of all PLOs and graduate capabilities, they also provide you with a great deal of choice and flexibility.  The Business School strongly advises you to choose a range of courses that assist your development against the seven PLOs and four graduate capabilities, and to keep a record of your achievements as part of your portfolio. You can use a portfolio as evidence in employment applications as well as a reference for work or further study. For support with selecting your courses contact the UNSW Business School Student Centre.

Academic Integrity and Plagiarism

Academic Integrity is honest and responsible scholarship. This form of ethical scholarship is highly valued at UNSW. Terms like Academic Integrity, misconduct, referencing, conventions, plagiarism, academic practices, citations and evidence based learning are all considered basic concepts that successful university students understand. Learning how to communicate original ideas, refer sources, work independently, and report results accurately and honestly are skills that you will be able to carry beyond your studies.

The definition of academic misconduct is broad. It covers practices such as cheating, copying and using another person’s work without appropriate acknowledgement. Incidents of academic misconduct may have serious consequences for students.


UNSW regards plagiarism as a form of academic misconduct. UNSW has very strict rules regarding plagiarism. Plagiarism at UNSW is using the words or ideas of others and passing them off as your own. All Schools in the Business School have a Student Ethics Officer who will investigate incidents of plagiarism and may result in a student’s name being placed on the Plagiarism and Student Misconduct Registers.

Below are examples of plagiarism including self-plagiarism:

Copying: Using the same or very similar words to the original text or idea without acknowledging the source or using quotation marks. This includes copying materials, ideas or concepts from a book, article, report or other written document, presentation, composition, artwork, design, drawing, circuitry, computer program or software, website, internet, other electronic resource, or another person's assignment, without appropriate acknowledgement of authorship.

Inappropriate Paraphrasing: Changing a few words and phrases while mostly retaining the original structure and/or progression of ideas of the original, and information without acknowledgement. This also applies in presentations where someone paraphrases another’s ideas or words without credit and to piecing together quotes and paraphrases into a new whole, without appropriate referencing.

Collusion: Presenting work as independent work when it has been produced in whole or part in collusion with other people. Collusion includes:

  • Students providing their work to another student before the due date, or for the purpose of them plagiarising at any time
  • Paying another person to perform an academic task and passing it off as your own
  • Stealing or acquiring another person’s academic work and copying it
  • Offering to complete another person’s work or seeking payment for completing academic work

Collusion should not be confused with academic collaboration (i.e., shared contribution towards a group task).

Inappropriate Citation: Citing sources which have not been read, without acknowledging the 'secondary' source from which knowledge of them has been obtained.

Self-Plagiarism: ‘Self-plagiarism’ occurs where an author republishes their own previously written work and presents it as new findings without referencing the earlier work, either in its entirety or partially. Self-plagiarism is also referred to as 'recycling', 'duplication', or 'multiple submissions of research findings' without disclosure. In the student context, self-plagiarism includes re-using parts of, or all of, a body of work that has already been submitted for assessment without proper citation.

To see if you understand plagiarism, do this short quiz:


The University also regards cheating as a form of academic misconduct. Cheating is knowingly submitting the work of others as their own and includes contract cheating (work produced by an external agent or third party that is submitted under the pretences of being a student’s original piece of work). Cheating is not acceptable at UNSW.

If you need to revise or clarify any terms associated with academic integrity you should explore the 'Working with Academic Integrity' self-paced lessons available at:

For UNSW policies, penalties, and information to help you avoid plagiarism see: as well as the guidelines in the online ELISE tutorials for all new UNSW students: For information on student conduct see:

For information on how to acknowledge your sources and reference correctly, see: If you are unsure what referencing style to use in this course, you should ask the lecturer in charge.

Student Responsibilities and Conduct

Students are expected to be familiar with and adhere to university policies in relation to class attendance and general conduct and behaviour, including maintaining a safe, respectful environment; and to understand their obligations in relation to workload, assessment and keeping informed.

Information and policies on these topics can be found on the 'Managing your Program' website.


It is expected that you will spend at least ten to twelve hours per week studying for a course except for Summer Term courses which have a minimum weekly workload of twenty to twenty four hours. This time should be made up of reading, research, working on exercises and problems, online activities and attending classes. In periods where you need to complete assignments or prepare for examinations, the workload may be greater. Over-commitment has been a cause of failure for many students. You should take the required workload into account when planning how to balance study with employment and other activities.

We strongly encourage you to connect with your Moodle course websites in the first week of semester. Local and international research indicates that students who engage early and often with their course website are more likely to pass their course.

View more information on expected workload


Your regular and punctual attendance at lectures and seminars or in online learning activities is expected in this course. The Business School reserves the right to refuse final assessment to those students who attend less than 80% of scheduled classes where attendance and participation is required as part of the learning process (e.g., tutorials, flipped classroom sessions, seminars, labs, etc.).

View more information on attendance

General Conduct and Behaviour

You are expected to conduct yourself with consideration and respect for the needs of your fellow students and teaching staff. Conduct which unduly disrupts or interferes with a class, such as ringing or talking on mobile phones, is not acceptable and students may be asked to leave the class.

View more information on student conduct

Health and Safety

UNSW Policy requires each person to work safely and responsibly, in order to avoid personal injury and to protect the safety of others.

View more information on Health and Safety

Keeping Informed

You should take note of all announcements made in lectures, tutorials or on the course web site. From time to time, the University will send important announcements to your university e-mail address without providing you with a paper copy. You will be deemed to have received this information. It is also your responsibility to keep the University informed of all changes to your contact details.

Student Support and Resources

The University and the Business School provide a wide range of support services and resources for students, including:

Business School EQS Consultation Program
The Consultation Program offers academic writing, literacy and numeracy consultations, study skills, exam preparation for Business students. Services include workshops, online resources, individual and group consultations.
Level 1, Room 1035, Quadrangle Building.
02 9385 4508

Communication Resources
The Business School Communication and Academic Support programs provide online modules, communication workshops and additional online resources to assist you in developing your academic writing.

Business School Student Centre
The Business School Student Centre provides advice and direction on all aspects of admission, enrolment and graduation.
Level 1, Room 1028 in the Quadrangle Building
02 9385 3189

UNSW Learning Centre
The UNSW Learning Centre provides academic skills support services, including workshops and resources, for all UNSW students. See their website for details.
Lower Ground Floor, North Wing Chancellery Building.
02 9385 2060

Educational Support Service
Educational Support Advisors work with all students to promote the development of skills needed to succeed at university, whilst also providing personal support throughout the process. Check their website to request an appointment or to register in the Academic Success Program.
John Goodsell Building, Ground Floor.
02 9385 4734

Library services and facilities for students
The UNSW Library offers a range of collections, services and facilities both on-campus and online.
Main Library, F21.
02 9385 2650

Moodle eLearning Support
Moodle is the University’s learning management system. You should ensure that you log into Moodle regularly.
02 9385 3331

UNSW IT provides support and services for students such as password access, email services, wireless services and technical support.
UNSW Library Annexe (Ground floor).
02 9385 1333

Disability Support Services
UNSW Disability Support Services provides assistance to students who are trying to manage the demands of university as well as a health condition, learning disability or who have personal circumstances that are having an impact on their studies. Disability Advisers can arrange to put in place services and educational adjustments to make things more manageable so that students are able to complete their course requirements. To receive educational adjustments for disability support, students must first register with Disability Services.
Ground Floor, John Goodsell Building.
02 9385 4734

UNSW Counselling and Psychological Services
Provides support and services if you need help with your personal life, getting your academic life back on track or just want to know how to stay safe, including free, confidential counselling.
Level 2, East Wing, Quadrangle Building.
02 9385 5418

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